WESCO INTERNATIONAL INC

Previous wording

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and WESCO International, Inc.’s audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in Item 1A of WESCO International, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as WESCO International, Inc.’s other reports filed with the Securities and Exchange Commission (the“SEC”). In this Item 2,“Wesco” refers to WESCO International, Inc., and its subsidiaries and its predecessors unless the context otherwise requires. References to“we,” “us,” “our” and the“Company” refer to Wesco and its subsidiaries.

Current wording

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report on Form 10-Q and WESCO International, Inc.’s audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in Item 1A of WESCO International, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as WESCO International, Inc.’s other reports filed with the Securities and Exchange Commission. In this Item 2,“Wesco” refers to WESCO International, Inc., and its subsidiaries and its predecessors unless the context otherwise requires. References to“we,” “us,” “our” and the“Company” refer to Wesco and its subsidiaries.

Previous wording

The EES segment, with approximately 6,700 employees serving customers in over 50 countries, is a North American leader, and supplies a broad range of products and solutions primarily to construction, industrial and original equipment manufacturer (“OEM”) customers. The EES product portfolio includes a broad range of electrical equipment and supplies, automation and connected devices (the “Internet of Things” or “IoT”), security, lighting, wire and cable, safety, and maintenance, repair and operating (“MRO”) products from industry-leading manufacturing partners. The EES service portfolio includes solutions to improve project execution, direct and indirect manufacturing supply chain optimization programs, lighting and renewables advisory services, and digital and automation solutions to improve safety and productivity.

Current wording

The EES segment, serving customers in over 50 countries, is a North American leader, and supplies a broad range of products and solutions primarily to construction, industrial and original equipment manufacturer (“OEM”) customers. The EES product portfolio includes a broad range of electrical equipment and supplies, automation and connected devices (the “Internet of Things” or “IoT”), security, lighting, wire and cable, safety, and maintenance, repair and operating (“MRO”) products from industry-leading manufacturing partners. The EES service portfolio includes solutions to improve project execution, direct and indirect manufacturing supply chain optimization programs, lighting and renewables advisory services, and digital and automation solutions to improve safety and productivity.

Previous wording

The CSS segment, with approximately 4,800 employees serving customers in over 50 countries, is a global leader in data center, network infrastructure and security solutions. CSS sells directly to end-users or through an extensive network of channel partners, including data communications contractors, security and network integrators, professional audio/visual integrators, and systems integrators. CSS also provides a wide range of professional A/V, safety, facilities, and energy management solutions. The full CSS product portfolio is frequently coupled with services designed to enhance efficiency and productivity across all customer segments globally. These services include data center services, advisory, installation enhancement, project deployment, supply chain solutions, and management platforms.

Current wording

The CSS segment, serving customers in over 50 countries, is a global leader in data center, enterprise network infrastructure and security solutions. CSS sells directly to end-users or through an extensive network of channel partners, including data communications contractors, security and network integrators, professional audio/visual integrators, and systems integrators. CSS also provides a wide range of professional A/V, safety, facilities, and energy management solutions. The full CSS product portfolio is frequently coupled with services designed to enhance efficiency and productivity across all customer segments globally. These services include data center services, advisory, installation enhancement, project deployment, supply chain solutions, and management platforms.

Previous wording

The UBS segment is a leader in North America, with approximately 2,500 employees serving customers primarily in the U.S. and Canada, and provides products and services to investor-owned utilities, public power companies, including municipalities, as well as global service providers, wireless providers, broadband operators and the contractors that service these customers. The products sold include wire and cable, transformers, transmission and distribution hardware, switches, protective devices, connectors, lighting, conduit, fiber and copper cable, connectivity products, pole line hardware, racks, cabinets, safety and MRO products, and point-to-point wireless devices. UBS also offers a complete set of service solutions to improve customer supply chain efficiencies.

Current wording

The UBS segment is a leader in North America, serving customers primarily in the U.S. and Canada, and provides products and services to investor-owned utilities, public power companies, including municipalities, as well as global service providers, wireless providers, broadband operators and the contractors that service these customers. The products sold include wire and cable, transformers, transmission and distribution hardware, switches, protective devices, connectors, lighting, conduit, fiber and copper cable, connectivity products, pole line hardware, racks, cabinets, safety and MRO products, and point-to-point wireless devices. UBS also offers a complete set of service solutions to improve customer supply chain efficiencies.

Previous wording

Our increased inventories in the first quarter of 2025 and experience with successfully navigating global supply chain challenges will help address supplier price increases and the potential supply chain impact of global tariffs on our customers. We have taken several actions in response to tariffs, including but not limited to, pass through price increases, leveraging scale to provide locally sourced products, reducing imports from high tariff countries, optimizing supply chain logistics, and re-engineering our global supply chain.

Current wording

We continued our approach to addressing supplier price increases in response to global tariffs enacted by the United States under the International Emergency Economic Powers Act of 1977, including but not limited to, passing through price increases, leveraging scale to provide locally sourced products, reducing imports from high tariff countries, optimizing supply chain logistics, and re-engineering our global supply chain.

Previous wording

Cost of goods sold for the first quarter of 2025 was $4,218.1 million compared to $4,212.1 million for the first quarter of 2024, an increase of 0.1%. Cost of goods sold as a percentage of net sales was 78.9% and 78.7% for the first quarter of 2025 and 2024, respectively. The unfavorable increase of 20 basis points primarily reflects a decrease in CSS and EES gross margin partially offset by the impact of the divestiture of the WIS business, and also reflects lower supplier volume rebates and higher inventory adjustments.

Current wording

Cost of goods sold for the second quarter of 2025 was $4.7 billion compared to $4.3 billion for the second quarter of 2024, an increase of 8.8%. Cost of goods sold as a percentage of net sales was 78.9% and 78.1% for the second quarter of 2025 and 2024, respectively. The unfavorable increase of 80 basis points reflects a decrease in gross margin in all three segments, which is inclusive of higher inventory adjustments, partially offset by higher supplier volume rebates.

Previous wording

Selling, general and administrative (“SG&A”) expenses for the first quarter of 2025 totaled $836.3 million versus $829.4 million for the first quarter of 2024, an increase of $6.9 million, or 0.8%.

Current wording

Selling, general and administrative (“SG&A”) expenses for the second quarter of 2025 totaled $872.2 million versus $828.4 million for the second quarter of 2024, an increase of $43.8 million, or 5.3%.

Previous wording

SG&A payroll and payroll-related expenses for the first quarter of 2025 of $519.4 million decreased by $4.7 million compared to the same period in 2024 primarily as a result of a decrease of $3.1 million in commissions and incentives, which include the impact of the WIS divestiture.

Current wording

SG&A payroll and payroll-related expenses for the second quarter of 2025 of $541.5 million increased by $34.9 million compared to the same period in 2024 primarily as a result of an increase of $28.3 million in salaries and $9.6 million in benefits, partially offset by a decrease of $3.0 million in commissions and incentives.

Previous wording

Other non-operating expense totaled $0.2 million for the first quarter of 2025 compared to $21.6 million for the first quarter of 2024. Due to fluctuations in the U.S. dollar against certain foreign currencies, we recognized a net foreign currency exchange loss of $1.1 million for the first quarter of 2025 compared to a net loss of $17.4 million for the first quarter of 2024. We recognized net benefits of $0.8 million and net costs of $5.9 million associated with the non-service cost components of net periodic pension (benefit) cost for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Other non-operating income totaled $7.3 million for the second quarter of 2025 compared to $95.9 million for the second quarter of 2024. We recognized a net foreign currency exchange gain of $3.0 million for the second quarter of 2025 compared to a net foreign currency exchange loss of $3.4 million for the second quarter of 2024. We recognized $2.3 million of income in the second quarter of 2025 from an adjustment to the fair value of the contingent consideration liability related to the entroCIM acquisition. We recognized net benefits of $0.8 million and $0.4 million associated with the non-service cost components of net periodic pension (benefit) cost for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

The following table reconciles other non-operating (income) expense to adjusted other non-operating (income) expense, which is a non-GAAP financial measure, for the periods presented:

Current wording

The following table reconciles other non-operating income to adjusted other non-operating (income) expense, which is a non-GAAP financial measure, for the periods presented:

Previous wording

The provision for income taxes was $36.1 million for the first quarter of 2025 compared to $30.9 million for the corresponding quarter of the prior year, resulting in effective tax rates of 23.4% and 21.0%, respectively. The higher effective tax rate for the first quarter of 2025 is due to lower discrete income tax benefits resulting from the exercise and vesting of stock-based awards as compared to the prior year.

Current wording

The provision for income taxes was $61.8 million for the second quarter of 2025 compared to $87.8 million for the corresponding quarter of the prior year, resulting in effective tax rates of 26.1% and 27.4%, respectively. The lower effective tax rate for the second quarter of 2025 is due to a higher provision for income taxes related to uncertain tax positions in the prior year period.

Previous wording

Net income and earnings per diluted share attributable to common stockholders were $104.0 million and $2.10, respectively, for the first quarter of 2025 compared to $101.4 million and $1.95, respectively, for the first quarter of 2024. Adjusted for the non-GAAP adjustments above and the related income tax effects, net income and earnings per diluted share attributable to common stockholders were $109.6 million and $2.21, respectively, for the three months ended March 31, 2025 and $119.2 million and $2.30, respectively, for the three months ended March 31, 2024.

Current wording

Net income and earnings per diluted share attributable to common stockholders were $189.2 million and $3.83, respectively, for the second quarter of 2025 compared to $217.7 million and $4.28, respectively, for the second quarter of 2024. Adjusted for the non-GAAP adjustments above and the related income tax effects, and the $27.6 million gain recognized as a result of the Company's redemption of its outstanding Series A Preferred Stock, net income and earnings per diluted share attributable to common stockholders were $167.5 million and $3.39, respectively, for the three months ended June 30, 2025 and $163.5 million and $3.21, respectively, for the three months ended June 30, 2024.

Previous wording

The decrease in adjusted earnings per diluted share primarily reflects the increase in cost of goods sold as a percentage of net sales and increase in SG&A expenses, partially offset by decreases in interest expense and adjusted other expense, all of which are discussed above. Additionally, there was a positive impact from the reduction in outstanding shares during the first quarter of 2025 as compared to the first quarter of 2024.

Current wording

The increase in adjusted earnings per diluted share primarily reflects the increase in net sales and the decrease in interest expense, as discussed above, partially offset by the increase in cost of goods sold as a percentage of net sales, an increase in SG&A expenses, and the decrease in other income. Additionally, there was a positive impact from the reduction in outstanding shares during the second quarter of 2025 as compared to the second quarter of 2024.

Previous wording

Adjusted EBITDA, a non-GAAP financial measure, was $310.7 million for the first quarter of 2025, compared to $340.4 million for the first quarter of 2024, a decrease of $29.7 million, or 8.7% year-over-year. The decrease primarily reflects a $6.3 million decrease in net sales, a $6.0 million increase in cost of goods sold related to increased large project sales, and a $6.9 million increase in SG&A expenses, all of which include the impact of the WIS divestiture. Included in the increase in SG&A expenses is a $6.9 million decrease in restructuring costs, which is an adjustment to calculate adjusted EBITDA.

Current wording

Adjusted EBITDA, a non-GAAP financial measure, was $394.2 million for the second quarter of 2025, compared to $400.1 million for the second quarter of 2024, a decrease of $5.9 million, or 1.5% year-over-year. The decrease primarily reflects a $375.2 million increase in cost of goods sold related to increased large project sales with lower margins, and a $43.8 million increase in SG&A expenses, as described above, partially offset by an increase in net sales.

Previous wording

CSS reported net sales of $2,000.3 million for the first quarter of 2025 compared to $1,704.8 million for the first quarter of 2024, an increase of $295.5 million, or 17.3%, which is inclusive of a favorable impact from the acquisition of Ascent of 2.3%. CSS organic sales for the first quarter of 2025 grew by 18.1%, primarily reflecting volume growth in the data center solutions business. Changes in price did not have a material impact on the year-over-year growth in CSS organic sales.

Current wording

CSS reported net sales of $2.3 billion for the second quarter of 2025 compared to $1.9 billion for the second quarter of 2024, an increase of $360.9 million, or 19.0%, which is inclusive of a favorable impact from the acquisition of Ascent of 1.5%. CSS organic sales for the second quarter of 2025 grew by 17.3%, primarily reflecting volume growth of approximately 15%, driven primarily by growth in the data center solutions business, as well as the impact of changes in price, which favorably impacted organic sales by approximately 2%.

Previous wording

CSS adjusted EBITDA increased $27.3 million, or 20.8% year-over-year. The increase primarily reflects a $295.5 million increase in net sales, as described above, partially offset by a corresponding increase in cost of goods sold of $247.2 million, and an increase in SG&A expenses of $20.7 million. The increase in SG&A expenses is primarily attributed to a $6.9 million increase in transportation costs consistent with higher sales, increased salaries of $4.0 million and increased commissions and incentives of $3.5 million.

Current wording

CSS adjusted EBITDA increased $43.4 million, or 27.9% year-over-year. The increase primarily reflects an increase in volume, specifically within the data center solutions business, as described above, partially offset by an increase in SG&A expenses of $18.2 million. The increase in SG&A expenses is primarily attributed to a $5.8 million increase in transportation costs consistent with higher sales, increased salaries of $5.7 million, increased commissions and incentives of $3.0 million, higher benefits of $2.7 million, and increased operations expenses of $2.3 million.

Previous wording

The following tables reconcile selling, general and administrative expenses, income from operations, other non-operating (income) expense, provision for income taxes and earnings per diluted share to adjusted selling, general and administrative expenses, adjusted income from operations, adjusted other non-operating (income) expense, adjusted provision for income taxes and adjusted earnings per diluted share, which are non-GAAP financial measures, for the periods presented:

Current wording

The following tables reconcile selling, general and administrative expenses, income from operations, other non-operating (income) expense, provision for income taxes, net income attributable to common stockholders and earnings per diluted share to adjusted selling, general and administrative expenses, adjusted income from operations, adjusted other non-operating (income) expense, adjusted provision for income taxes, adjusted net income attributable to common stockholders, and adjusted earnings per diluted share, which are non-GAAP financial measures, for the periods presented:

Previous wording

(6)The adjustments to income from operations and other (income) expense, net have been tax effected at rates of 26.4% and 27.0% for the three months ended March 31, 2025 and 2024, respectively.

Current wording

(5)The adjustments to income from operations and other (income) expense, net have been tax effected at rates of 26.3% and 27.1% for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Note: Organic sales growth is a non-GAAP financial measure of sales performance. Organic sales growth is calculated by deducting the percentage impact from acquisitions and divestitures for one year following the respective transaction, fluctuations in foreign exchange rates and number of workdays from the reported percentage change in consolidated net sales. Workday impact represents the change in the number of operating days period-over-period after adjusting for weekends and public holidays in the United States; the first quarter of 2025 had one less workday compared to the first quarter of 2024.

Current wording

Note: Organic sales growth is a non-GAAP financial measure of sales performance. Organic sales growth is calculated by deducting the percentage impact from acquisitions and divestitures for one year following the respective transaction, fluctuations in foreign exchange rates and number of workdays from the reported percentage change in consolidated net sales. Workday impact represents the change in the number of operating days period-over-period after adjusting for weekends and public holidays in the United States; the first six months of 2025 had one less workday compared to the first six months of 2024.

Previous wording

Net sales were $5,343.7 million for the first quarter of 2025 compared to $5,350.0 million for the first quarter of 2024, a decrease of 0.1%. Adjusting in part for the 2.8% net decrease from the divestiture of the WIS business and acquisition of Ascent, organic sales for the first quarter of 2025 grew by 5.6%. This growth is reflective of an approximately 4% increase in volume, driven by volume increases in the CSS and EES segments, partially offset by a decline in the UBS segment, and by the impact of changes in price, which favorably impacted consolidated organic sales by approximately 1%.

Current wording

Net sales were $11.2 billion for the first six months of 2025 compared to $10.8 billion for the first six months of 2024, an increase of 3.8%. Adjusting in part for the 1.2% net decrease from the divestiture of the WIS business and the acquisition of Ascent, organic sales for the first six months of 2025 grew by 6.4%. This growth is reflective of an approximate 5% increase in volume, driven by growth in the CSS and EES segments, partially offset by a decline in the UBS segment, and the impact of changes in price, which favorably impacted consolidated organic sales by approximately 1%.

Previous wording

SG&A expenses not related to payroll and payroll-related costs for the first quarter of 2025 were $316.9 million, an increase of $11.6 million compared to the same period in 2024, which primarily reflects higher costs to operate our facilities of $6.9 million and higher transportation costs of $6.9 million.

Current wording

SG&A expenses not related to payroll and payroll-related costs for the first six months of 2025 were $647.6 million, an increase of $20.5 million compared to the same period in 2024, which primarily reflects higher costs to operate our facilities of $16.1 million, higher transportation costs of $15.0 million, and higher IT costs of $6.5 million, partially offset by a decrease of $15.5 million in other income and deductions, primarily attributable to the loss on abandonment of assets in the second quarter of 2024 as discussed above.

Previous wording

Income from operations was $240.9 million for the first quarter of 2025 compared to $263.0 million for the first quarter of 2024. The decrease of $22.1 million, or 8.4%, reflects a slight decline in sales, higher cost of goods sold as a percentage of net sales due to a decrease in CSS and EES gross margin partially offset by the impact of the divestiture of the WIS business, and an increase in SG&A expenses, as described above.

Current wording

Income from operations was $563.1 million for the first six months of 2025 compared to $586.5 million for the first six months of 2024. The decrease of $23.4 million, or 4.0%, reflects an increase in sales exceeded by higher cost of goods sold as a percentage of net sales due to a decrease in gross margin in all three segments, as well as an increase in SG&A expenses, as described above.

Previous wording

We issued $800 million aggregate principal amount of 6.375% senior notes due 2033 on March 6, 2025 to support the planned redemption of our outstanding 10.625% Series A Fixed-Rate Reset Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) in June 2025. Following the redemption of our Series A Preferred Stock, we will have no significant debt maturities until 2028 and will have strong liquidity to execute our capital allocation priorities. Therefore, we expect this redemption to create substantial net income, earnings per share, and cash flow benefit.

Current wording

Net Income and Earnings per Share

Previous wording

EES adjusted EBITDA decreased $19.2 million, or 11.9% year-over-year. The decrease primarily reflects an increase in cost of goods sold of $13.2 million, which is inclusive of higher inventory adjustments of approximately $4.0 million. Additionally, SG&A expenses increased $7.0 million as compared to the prior year, which was primarily attributed to an increase in transportation costs of $2.5 million and an increase in operations expenses of $2.5 million.

Current wording

EES adjusted EBITDA decreased $26.4 million, or 7.5% year-over-year. The decrease primarily reflects an unfavorable change in product mix, partially offset by an increase in volume and price, as described above. Additionally, SG&A expenses increased $21.1 million as compared to the prior year, which was primarily attributed to an increase in salaries of $8.2 million, an increase in transportation costs of $6.0 million, an increase in operations expenses of $4.0 million, and an increase in bad debt expense of $3.0 million, partially offset by lower commissions and incentives of $3.5 million.

Previous wording

UBS reported net sales of $1,278.1 million for the first quarter of 2025 compared to $1,580.9 million for the first quarter of 2024, a decrease of $302.8 million, or 19.2%, which is inclusive of an unfavorable impact from the divestiture of the WIS business of 12.2%. UBS organic sales for the first quarter of 2025 declined by 4.9%, reflecting volume declines, primarily as a result of ongoing customer destocking. Changes in price did not have a material impact on the year-over-year decline in UBS organic sales.

Current wording

UBS reported net sales of $2.7 billion for the first six months of 2025 compared to $3.0 billion for the first six months of 2024, a decrease of $367.1 million, or 12.1%, which is inclusive of an unfavorable impact from the divestiture of the WIS business of 6.3%. UBS organic sales for the first six months of 2025 declined by 4.7%, reflecting volume declines, primarily as a result of ongoing customer destocking and cautious spending related to tariff and market uncertainties. Changes in price did not have a material impact on the year-over-year decline in UBS organic sales.

Previous wording

(5)Pension settlement cost represents expense related to the final settlement of the Company's U.S. pension plan.

Current wording

(6)Pension settlement cost represents expense related to the settlement of the Company's U.S. pension plan.

Previous wording

Note: For the three months ended March 31, 2025, SG&A expenses, income from operations, other non-operating (income) expense, the provision for income taxes and earnings per diluted share have been adjusted to exclude digital transformation costs, restructuring costs, the loss on termination of business arrangement, and the related income tax effects. For the three months ended March 31, 2024, SG&A expenses, income from operations, other non-operating expense, the provision for income taxes and earnings per diluted share have been adjusted to exclude digital transformation costs, restructuring costs, pension settlement cost and excise taxes on excess pension plan assets related to the final settlement of the Anixter Inc. Pension Plan, and the related income tax effects. These non-GAAP financial measures provide a better understanding of our financial results on a comparable basis.

Current wording

Note: For the six months ended June 30, 2025, SG&A expenses, income from operations, other non-operating (income) expense, the provision for income taxes, net income attributable to common stockholders, and earnings per diluted share have been adjusted to exclude digital transformation costs, restructuring costs, the loss on termination of business arrangement, and the related income tax effects, and the gain on redemption of the Company's Series A Preferred Stock. For the six months ended June 30, 2024, SG&A expenses, income from operations, other non-operating (income) expense, the provision for income taxes, net income attributable to common stockholders, and earnings per diluted share have been adjusted to exclude the loss on abandonment of assets, digital transformation costs, restructuring costs, excise taxes on excess pension plan assets, the gain recognized on the divestiture of the WIS business, the loss on termination of business arrangement, pension settlement cost, and the related income tax effects. These non-GAAP financial measures provide a better understanding of our financial results on a comparable basis.

Previous wording

Our liquidity needs generally arise from fluctuations in our working capital requirements, information technology investments, capital expenditures, acquisitions, the payment of dividends, and debt service obligations. As of March 31, 2025, we had approximately $1.7 billion in available borrowing capacity under our Revolving Credit Facility, after giving effect to outstanding letters of credit and certain borrowings under our international lines of credit, and $275.0 million of available borrowing capacity under our Receivables Facility, which combined with available cash of $404.8 million, provided liquidity of approximately $2.4 billion. Cash included in our determination of liquidity represents cash in certain deposit and interest-bearing investment accounts held in the United States and Canada. We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we have placed our deposits with creditworthy financial institutions.

Current wording

Our liquidity needs generally arise from fluctuations in our working capital requirements, information technology investments, capital expenditures, acquisitions, the payment of dividends, and debt service obligations. As of June 30, 2025, we had approximately $1.2 billion in available borrowing capacity under our Revolving Credit Facility, after giving effect to outstanding letters of credit and certain borrowings under our international lines of credit, and $250.0 million of available borrowing capacity under our Receivables Facility, which combined with available cash of $350.5 million, provided liquidity of approximately $1.8 billion. Cash included in our determination of liquidity represents cash in certain deposit and interest-bearing investment accounts held in the United States and Canada. We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we have placed our deposits with creditworthy financial institutions.

Previous wording

As described in Note 9, “Debt” of our Notes to the unaudited Condensed Consolidated Financial Statements, on March 6, 2025, Wesco Distribution issued $800 million aggregate principal amount of 6.375% senior notes due 2033 (the “2033 Notes”). We intend to use the net proceeds from the issuance of the 2033 Notes to redeem all of the Company’s outstanding Series A Preferred Stock and all of the related depositary shares representing fractional interests in the Series A Preferred Stock in June 2025, and repay a portion of the amounts outstanding under the Revolving Credit Facility. Prior to redeeming the Series A Preferred Stock, we used the net proceeds to temporarily repay all of the outstanding borrowings under our Revolving Credit Facility and to repay a portion of the amounts outstanding under our Receivables Facility. We intend to subsequently redraw under the Receivables Facility and/or the Revolving Credit Facility in an aggregate amount sufficient to redeem the Series A Preferred Stock.

Current wording

As described in Note 9, “Debt” of our Notes to the unaudited Condensed Consolidated Financial Statements, on March 6, 2025, Wesco Distribution issued $800 million aggregate principal amount of 6.375% senior notes due 2033 (the “2033 Notes”). We used the net proceeds from the issuance of the 2033 Notes to redeem all of the Company’s outstanding Series A Preferred Stock and all of the related depositary shares representing fractional interests in the Series A Preferred Stock in June 2025, and to repay a portion of the amounts outstanding under the Revolving Credit Facility. Prior to redeeming the Series A Preferred Stock, we used the net proceeds to temporarily repay all of the outstanding borrowings under our Revolving Credit Facility and to repay a portion of the amounts outstanding under our Receivables Facility. We subsequently redrew under the Receivables Facility and the Revolving Credit Facility in an aggregate amount sufficient to redeem the Series A Preferred Stock.

Previous wording

We regularly review our mix of fixed versus variable rate debt, and we may, from time to time, issue or retire borrowings and/or refinance existing debt in an effort to mitigate the impact of interest rate and foreign exchange rate fluctuations, and to maintain a cost-effective capital structure consistent with our anticipated capital requirements. Interest rates remained stable in the first three months of 2025 after the Federal Reserve reduced its benchmark interest rate by a total of 100 basis points in the second half of 2024. Future interest rate changes would raise or lower the rates we pay on our variable rate debt and would contribute to fluctuations in interest expense versus prior periods.

Current wording

We regularly review our mix of fixed versus variable rate debt, and we may, from time to time, issue or retire borrowings and/or refinance existing debt in an effort to mitigate the impact of interest rate and foreign exchange rate fluctuations, and to maintain a cost-effective capital structure consistent with our anticipated capital requirements. Interest rates remained stable in the first six months of 2025 after the Federal Reserve reduced its benchmark interest rate by a total of 100 basis points in the second half of 2024. Future interest rate changes would raise or lower the rates we pay on our variable rate debt and would contribute to fluctuations in interest expense versus prior periods.

Previous wording

As of March 31, 2025, approximately 74% of our debt portfolio consisted of fixed rate debt. As noted above, we used the net proceeds from our issuance of the 2033 Notes to temporarily repay all of the outstanding borrowings under our Revolving Credit Facility and a portion of the amounts outstanding under our Receivables Facility, which are both variable rate facilities. We intend to subsequently withdraw under our Receivables Facility and/or our Revolving Credit Facility in an aggregate amount sufficient to redeem the Series A Preferred Stock. We believe our capital structure has an appropriate mix of fixed versus variable rate debt and secured versus unsecured instruments.

Current wording

As of June 30, 2025, approximately 68% of our debt portfolio consisted of fixed rate debt. We believe our capital structure has an appropriate mix of fixed versus variable rate debt and secured versus unsecured instruments.

Previous wording

Over the next several quarters, we expect that our excess liquidity will be directed primarily at share repurchases, the payment of dividends, debt reduction, digital transformation initiatives, potential acquisitions and related integration activities, and the redemption of Series A Preferred Stock. We expect to maintain sufficient liquidity through our credit facilities and cash balances. We continue to monitor the sufficiency of our liquidity given the potential impact of current economic conditions and uncertainty, including tariffs, interest rates, and inflation. While we did not face significant challenges with our sources or uses of cash in the first quarter of 2025, future market disruptions could occur which could potentially affect our liquidity. We believe cash provided by operations and financing activities will be adequate to cover our operational and business needs for at least the next twelve months.

Current wording

Over the next several quarters, we expect that our excess liquidity will be directed primarily at share repurchases, the payment of dividends, debt reduction, digital transformation initiatives, and potential acquisitions and related integration activities. We expect to maintain sufficient liquidity through our credit facilities and cash balances. We continue to monitor the sufficiency of our liquidity given the potential impact of current economic conditions and uncertainty, including tariffs, interest rates, and inflation. While we did not face significant challenges with our sources or uses of cash in the first six months of 2025, future market disruptions could occur which could potentially affect our liquidity. We believe cash provided by operations and financing activities will be adequate to cover our operational and business needs for at least the next twelve months.

Previous wording

We also measure our ability to meet our debt obligations based on our financial leverage ratio, which was 3.1x as of March 31, 2025 and 2.9x as of December 31, 2024.

Current wording

We also measure our ability to meet our debt obligations based on our financial leverage ratio, which was 3.4x as of June 30, 2025 and 2.9x as of December 31, 2024.

Previous wording

We finance our operating and investing needs primarily with borrowings under our Revolving Credit Facility and Receivables Facility, as well as uncommitted lines of credit entered into by certain of our foreign subsidiaries to support local operations, some of which are overdraft facilities. The Revolving Credit Facility has a borrowing limit of $1,725 million and the purchase limit under the Receivables Facility is $1,550 million. As of March 31, 2025, we had no balance outstanding on the Revolving Credit Facility and $1,275.0 million outstanding under the Receivables Facility. The maximum borrowing limits of our international lines of credit vary by facility and range between $0.6 million and $9.5 million. Our international lines of credit generally are renewable on an annual basis and certain facilities are fully and unconditionally guaranteed by Wesco Distribution. Accordingly, certain borrowings under these lines directly reduce availability under our Revolving Credit Facility. As of March 31, 2025, we had $0.4 million outstanding under our international lines of credit.

Current wording

We finance our operating and investing needs primarily with borrowings under our Revolving Credit Facility and Receivables Facility, as well as uncommitted lines of credit entered into by certain of our foreign subsidiaries to support local operations, some of which are overdraft facilities. The Revolving Credit Facility has a borrowing limit of $1,725 million and the purchase limit under the Receivables Facility is $1,550 million. As of June 30, 2025, we had $475.0 million outstanding on the Revolving Credit Facility and $1,300.0 million outstanding under the Receivables Facility. The maximum borrowing limits of our international lines of credit vary by facility and range between $0.6 million and $9.5 million. Our international lines of credit generally are renewable on an annual basis and certain facilities are fully and unconditionally guaranteed by Wesco Distribution. Accordingly, certain borrowings under these lines directly reduce availability under our Revolving Credit Facility. As of June 30, 2025, we had $5.6 million outstanding under our international lines of credit.

Previous wording

An analysis of cash flow for the first three months of 2025 and 2024 follows:

Current wording

An analysis of cash flow for the first six months of 2025 and 2024 follows:

Previous wording

Net cash provided by operating activities for the first three months of 2025 totaled $28.0 million, compared to $746.3 million for the first three months of 2024. Net cash provided by operating activities for the first three months of 2025 included net income of $118.3 million and non-cash adjustments to net income totaling $66.5 million, which primarily comprised depreciation and amortization, stock-based compensation expense, and amortization of debt issuance costs and debt discount.

Current wording

Net cash provided by operating activities for the first six months of 2025 totaled $135.8 million, compared to $522.5 million for the first six months of 2024. Net cash provided by operating activities for the first six months of 2025 included net income of $293.1 million and non-cash adjustments to net income totaling $130.0 million, which primarily comprised depreciation and amortization, stock-based compensation expense, and amortization of debt issuance costs and debt discount.

Previous wording

Other sources of cash in the first three months of 2025 included an increase in accounts payable of $343.8 million primarily due to the increase in inventory as well as the timing of purchases and payment to suppliers, and a decrease in other accounts receivable of $65.1 million, primarily due to the collection of supplier volume rebates earned in 2024 in excess of current year accruals. Primary uses of cash in the first three months of 2025 included an increase in inventories of $227.4 million, primarily due to an increase in volume related to ongoing projects, an increase in trade accounts receivable of $188.7 million due to significant growth in sales in the CSS segment, as well as the timing of receipts from customers. Uses of cash in the first three months of 2025 also included a decrease in accrued payroll and benefit costs of $77.1 million primarily due to the payment of management incentive compensation earned in 2024 and an increase in accrued sales incentives, an increase in other current and noncurrent assets of $35.6 million primarily due to increases in capitalized costs associated with developing cloud computing arrangements, and a decrease in other current and noncurrent liabilities of $36.9 million, primarily due to decreases in accrued income taxes payable, related to the purchase of transferable tax credits.

Current wording

Other sources of cash in the first six months of 2025 primarily included an increase in accounts payable of $574.7 million primarily due to the increase in inventory, as well as the timing of purchases and payment to suppliers, and an increase in other current and noncurrent liabilities of $21.9 million, primarily due to increases in accrued interest payable and accrued legal expenses. Primary uses of cash in the first six months of 2025 included an increase in trade accounts receivable of $431.2 million due to significant growth in sales in the CSS segment, as well as the timing of receipts from customers, and an increase in inventories of $403.1 million, primarily due to an increase in volume related to ongoing projects and stock replenishment. Uses of cash in the first six months of 2025 also included a decrease in accrued payroll and benefit costs of $38.0 million primarily due to the payment of management incentive compensation earned in 2024 and a decrease in accrued incentives, and an increase in other current and noncurrent assets of $24.4 million primarily due to increases in capitalized costs associated with developing cloud computing arrangements.

Previous wording

Net cash provided by operating activities for the first three months of 2024 included net income of $116.1 million and non-cash adjustments to net income totaling $70.1 million, which primarily comprised depreciation and amortization, stock-based compensation expense, pension settlement costs, other operating activities, and amortization of debt issuance costs and debt discount.

Current wording

Net cash provided by operating activities for the first six months of 2024 included net income of $348.9 million and non-cash adjustments to net income totaling $32.1 million, which primarily comprised depreciation and amortization, a loss on abandonment of assets, stock-based compensation expense, amortization of debt discount and debt issuance costs, a loss recognized on the extinguishment of debt, and pension settlement costs, partially offset by a gain resulting from the divestiture of the WIS business, as described in Note 4, “Acquisitions and Divestitures”.

Previous wording

Other sources of cash in the first three months of 2024 included an increase in accounts payable of $620.9 million primarily due to the impact of a system conversion, the timing of inventory purchases, and a bank holiday at the end of the quarter that delayed payments, a decrease in other accounts receivable of $78.9 million primarily due to the collection of supplier volume rebates earned in 2023 in excess of income accrued during the current period, and an increase in other current and noncurrent liabilities of $75.0 million, due to increases in accrued interest payable and deferred revenue, partially offset by a decrease in federal taxes payable. Primary uses of cash in the first three months of 2024 included an increase in trade accounts receivable of $116.1 million due to the timing of receipts from customers, an increase in other current and noncurrent assets of $60.1 million primarily due to excess pension plan assets, an increase in supplier prepayments, capitalized costs associated with developing cloud computing arrangements, and a decrease in accrued payroll and benefit costs of $44.0 million resulting primarily from the payment of management incentive compensation earned in 2023.

Current wording

Other sources of cash in the first six months of 2024 included an increase in accounts payable of $341.9 million primarily due to the timing of inventory purchases and payment to suppliers, an increase in other current and noncurrent liabilities of $69.6 million, due to increases in accrued interest payable, deferred revenue, and federal income taxes payable, and a decrease in other accounts receivable of $60.7 million primarily due to the collection of supplier volume rebates earned in 2023 in excess of income accrued during the current period. Net operating cash flow was also positively impacted by $18.9 million from a decrease in inventories. Primary uses of cash in the first six months of 2024 included an increase in trade accounts receivable of $258.8 million due to the timing of receipts from customers, and an increase in other current and noncurrent assets of $90.0 million primarily due to an increase in supplier prepayments, capitalized costs associated with developing cloud computing arrangements, and an increase in federal income taxes receivable.

Previous wording

Net cash used in investing activities for the first three months of 2025 was $54.4 million compared to $16.5 million used in the first three months of 2024. Included in the first three months of 2025 was $35.2 million paid to acquire Industrial Software Solutions, net of cash acquired. Capital expenditures were $20.4 million for the first three months of 2025 and 2024, which primarily comprised leasehold improvements to support our global network of locations, internal-use computer software and information technology hardware to support our digital transformation initiatives, as well as machinery and equipment.

Current wording

Net cash used in investing activities for the first six months of 2025 was $76.9 million compared to $269.1 million provided by investing activities in the first six months of 2024. Included in the first six months of 2025 were capital expenditures of $42.2 million, which primarily comprised leasehold improvements and equipment to support our global network of locations, and internal-use computer software and information technology hardware to support our digital transformation initiatives, as well as $36.3 million paid to acquire Industrial Software Solutions, net of cash acquired.